##### Table of Contents



FORM 10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

(Mark One)

|    |  |                                                                                         
|--- |  | ----------------------------------------------------------------------------------------
|[X] |  | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934.

For the quarterly period ended March 31, 2002.

|      |  |                                                                                          
|----- |  | -----------------------------------------------------------------------------------------
|[   ] |  | Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.

For the transition period from_______________to_______________

Commission File Number: 333-43021

VIB Corp

---

(Exact name of registrant as specified in its charter)


|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|California                                                     |  | 33-0780371                       
|                                                               |  |                                  
|(State or Other Jurisdiction of Incorporation or Organization) |  | (IRS Employer Identification No.)

1498 Main Street, El Centro, California 92243

---

(Address of Principal Executive Offices)


(760) 337-3200

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(Registrants Telephone Number, Including Area Code)




---

(Former Name, Former Address and Former Fiscal Year, it changed since Last Report)




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|        |  |         
|------- |  | --------
|Yes [X] |  | No [   ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

State the number of shares outstanding of each of the issuers classes of common
 stock, as of the latest practicable date: 13,533,001 shares as of April 22, 2002.


1



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TABLE OF CONTENTS



|                             |                                                                                              |  |  |  |  |  |  | 
|---------------------------- | -------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART 1 FINANCIAL INFORMATION
|                             | ITEM 1. FINANCIAL STATEMENTS                                                                
|                             | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
|                             | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK                           
|PART II OTHER INFORMATION   
|                             | ITEM 1. LEGAL PROCEEDINGS                                                                   
|                             | ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS                                           
|                             | ITEM 3. DEFAULTS UPON SENIOR SECURITIES                                                     
|                             | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                 
|                             | ITEM 5. OTHER INFORMATION                                                                   
|                             | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                    
|SIGNATURES                  



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##### Table of Contents






PART 1
FINANCIAL INFORMATION




ITEM 1. FINANCIAL STATEMENTS

The following Consolidated Balance Sheets, Consolidated Statements of Income,
Consolidated Statements of Cash Flows, and Consolidated Statement of
Stockholders Equity for the period ended March 31, 2002 have been prepared by
VIB Corp (the Company) without audit. In the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position, results of operations and changes in
financial condition at or for the period ended March 31, 2002 have been made.
The results of operations for the period ended March 31, 2002 are not
necessarily indicative of the results that may be expected for the full year.

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VIB CORP AND SUBSIDIARIES
Consolidated Statements of Financial Condition
March 31,2002 and December 31,2001
(Unaudited)

|                                                          |                          |                                 |               |             |             |             |               |             |             | 
|--------------------------------------------------------- | ------------------------ | ------------------------------- | ------------- | ----------- | ----------- | ----------- | ------------- | ----------- | ----------- | 
|                                                          |                          |                                 |               | March 31    |             | December 31
|                                                          |                          |                                 |               | 2002        |             | 2001       
|                                                          |                          |                                 |               |             |             |            
|ASSETS                                                    |                          |                                 |               |             |             |             |               |            
|Cash and due from banks                                   |                          | $                               | 40,898,508    |             |             | $           | 57,164,524    |            
|Federal funds sold                                        |                          |                                 |              |             |             |             | 1,500,000     |            
|                                                          |                          |                                 |               |             |             |             |               |            
|                                                          |                          | Total cash and cash equivalents |               |             | 40,898,508  |             |               |             | 58,664,524  | 
|Interest bearing deposits                                 |                          |                                 | 50,874        |             |             |             | 648,035       |            
|Securities available for sale (note B)                    |                          |                                 | 205,093,043   |             |             |             | 194,471,496   |            
|Federal Home Loan and Federal Reserve Bank stock, at cost |                          |                                 | 11,101,750    |             |             |             | 11,140,250    |            
|Loans: (note C)                                           |                          |                                 |               |             |             |             |               |            
|                                                          | Commercial               |                                 |               | 80,894,470  |             |             |               | 84,744,363  |            
|                                                          | Agricultural             |                                 |               | 46,972,738  |             |             |               | 53,287,734  |            
|                                                          | Real estate-construction |                                 |               | 183,562,209 |             |             |               | 164,862,160 |            
|                                                          | Real estate-other        |                                 |               | 506,620,416 |             |             |               | 506,505,603 |            
|                                                          | Consumer                 |                                 |               | 30,751,839  |             |             |               | 32,520,842  |            
|                                                          |                          |                                 |               |             |             |             |               |            
|                                                          |                          | Total Loans                     |               |             | 848,801,672 |             |               |             | 841,920,702 | 
|Net deferred loan fees                                    |                          |                                 | (4,141,691    | )           |             |             | (4,146,246    | )          
|Allowance for credit losses                               |                          |                                 | (9,921,267    | )           |             |             | (9,344,248    | )          
|                                                          |                          |                                 |               |             |             |             |               |            
|                                                          |                          | Net Loans                       |               |             | 834,738,714 |             |               |             | 828,430,208 | 
|Premises and equipment                                    |                          |                                 | 11,916,690    |             |             |             | 12,310,908    |            
|Other real estate owned                                   |                          |                                 | 3,326,568     |             |             |             | 3,138,697     |            
|Cash surrender life insurance                             |                          |                                 | 30,966,241    |             |             |             | 22,581,441    |            
|Deferred tax asset                                        |                          |                                 | 6,604,206     |             |             |             | 7,338,000     |            
|Goodwill and Intangible assets                            |                          |                                 | 17,029,921    |             |             |             | 17,149,444    |            
|Accrued interest and other assets                         |                          |                                 | 13,178,039    |             |             |             | 12,363,751    |            
|                                                          |                          |                                 |               |             |             |             |               |            
|TOTAL ASSETS                                              |                          | $                               | 1,174,904,554 |             |             | $           | 1,168,236,754 |            

The accompanying notes are an integral part of the consolidated financial statements.

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VIB CORP AND SUBSIDIARIES
Consolidated Statements of Financial Condition
March 31,2002 and December 31,2001
(Unaudited)

|                                                                                                                                                |                                                                                                                             |                            |               |             |               |             |               |             |               | 
|----------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------------- | ----------- | ------------- | ----------- | ------------- | ----------- | ------------- | 
|                                                                                                                                                |                                                                                                                             |                            |               | March 31    |               | December 31
|                                                                                                                                                |                                                                                                                             |                            |               | 2002        |               | 2001       
|                                                                                                                                                |                                                                                                                             |                            |               |             |               |            
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                            |                                                                                                                             |                            |               |             |               |             |               |            
|Deposits:                                                                                                                                       |                                                                                                                             |                            |               |             |               |             |               |            
|                                                                                                                                                | Noninterest-bearing demand                                                                                                  |                            | $             | 240,207,261 |               |             | $             | 239,820,321 |              
|                                                                                                                                                | Money Market and NOW                                                                                                        |                            |               | 206,697,895 |               |             |               | 205,078,944 |              
|                                                                                                                                                | Savings                                                                                                                     |                            |               | 70,401,965  |               |             |               | 63,806,829  |              
|                                                                                                                                                | Time deposits under $100,000                                                                                                |                            |               | 211,797,801 |               |             |               | 182,953,344 |              
|                                                                                                                                                | Time deposits $100,000 and over                                                                                             |                            |               | 186,277,575 |               |             |               | 193,270,400 |              
|                                                                                                                                                |                                                                                                                             |                            |               |             |               |             |               |            
|                                                                                                                                                |                                                                                                                             | Total Deposits             |               |             | 915,382,497   |             |               |             | 884,929,838   | 
|Fed funds purchased                                                                                                                             |                                                                                                                             |                            | 600,000       |             |               |             |              |            
|Federal Home Loan Bank advances                                                                                                                 |                                                                                                                             |                            | 128,320,201   |             |               |             | 156,218,358   |            
|Capital lease obligation                                                                                                                        |                                                                                                                             |                            | 2,981,299     |             |               |             | 2,976,966     |            
|Company-obligated mandatorily redeemable preferred
securities of subsidiary trusts holding solely junior
subordinated debentures of the Company |                                                                                                                             |                            | 33,337,248    |             |               |             | 33,360,672    |            
|Accrued interest and other liabilities                                                                                                          |                                                                                                                             |                            | 9,416,402     |             |               |             | 9,113,431     |            
|                                                                                                                                                |                                                                                                                             |                            |               |             |               |             |               |            
|                                                                                                                                                |                                                                                                                             | Total Liabilities          |               |             | 1,090,037,647 |             |               |             | 1,086,599,265 | 
|Shareholders Equity:                                                                                                                           |                                                                                                                             |                            |               |             |               |             |               |            
|                                                                                                                                                | Preferred stock, no par value;
10,000,000 shares authorized;
Issued and outstanding: None                                   |                            |               |            |               |             |               |            |              
|                                                                                                                                                | Common stock, no par value,
25,000,000 shares authorized;
Issued and outstanding: 13,519,336 in 2002
and 13,038,488 in 2001 |                            |               | 75,195,724  |               |             |               | 69,655,705  |              
|                                                                                                                                                | Retained earnings                                                                                                           |                            |               | 10,011,770  |               |             |               | 11,808,477  |              
|                                                                                                                                                | Accumulated other comprehensive
income, net of tax of $256,235 in
2002 and $120,433 in 2001                                 |                            |               | (340,587    | )             |             |               | 173,307     |              
|                                                                                                                                                |                                                                                                                             |                            |               |             |               |             |               |            
|                                                                                                                                                |                                                                                                                             | Total Stockholders Equity |               |             | 84,866,907    |             |               |             | 81,637,489    | 
|                                                                                                                                                |                                                                                                                             |                            |               |             |               |             |               |            
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                      |                                                                                                                             | $                          | 1,174,904,554 |             |               | $           | 1,168,236,754 |            

The accompanying notes are an integral part of the consolidated financial statements.

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VIB CORP AND SUBSIDIARIES
Consolidated Statements of Income
(Unaudited)

|                                                      |                                                     |   |                     |            |           |   |            |            |  
|----------------------------------------------------- | --------------------------------------------------- | - | ------------------- | ---------- | --------- | - | ---------- | ---------- | -
|                                                      |                                                     |   | For the Three Month
|                                                      |                                                     |   | Periods Ended      
|                                                      |                                                     |   |                    
|                                                      |                                                     |   | March 31,           |            | March 31,
|                                                      |                                                     |   | 2002                |            | 2001     
|                                                      |                                                     |   |                     |            |          
|Interest Income:                                      |                                                     |   |                     |            |           |   |            |           
|                                                      | Interest and Fees on Loans                          |   | $                   | 15,943,700 |           |   | $          | 19,627,057 |  
|                                                      | Interest on Investment Securities-Taxable           |   |                     | 2,046,064  |           |   |            | 2,134,193  |  
|                                                      | Interest on Investment Securities-Nontaxable        |   |                     | 394,011    |           |   |            | 689,423    |  
|                                                      | Other Interest Income                               |   |                     | 11,704     |           |   |            | 33,456     |  
|                                                      |                                                     |   |                     |            |           |   |            |           
|Total Interest Income                                 |                                                     |   | 18,395,479          |            |           |   | 22,484,129 |           
|Interest Expense:                                     |                                                     |   |                     |            |           |   |            |           
|                                                      | Interest on Money Market and NOW                    |   |                     | 721,471    |           |   |            | 1,573,840  |  
|                                                      | Interest on Savings Deposits                        |   |                     | 137,618    |           |   |            | 237,745    |  
|                                                      | Interest on Time Deposits                           |   |                     | 3,225,468  |           |   |            | 6,526,185  |  
|                                                      | Interest on Trust Preferred Securities              |   |                     | 677,522    |           |   |            | 810,603    |  
|                                                      | Interest on Other Borrowings                        |   |                     | 1,507,027  |           |   |            | 1,544,682  |  
|                                                      |                                                     |   |                     |            |           |   |            |           
|Total Interest Expense                                |                                                     |   | 6,269,106           |            |           |   | 10,693,055 |           
|                                                      |                                                     |   |                     |            |           |   |            |           
|Net Interest Income                                   |                                                     |   | 12,126,373          |            |           |   | 11,791,074 |           
|Provision for Credit Losses                           |                                                     |   | 625,000             |            |           |   | 750,000    |           
|                                                      |                                                     |   |                     |            |           |   |            |           
|Net Interest Income after Provision for Credit Losses |                                                     |   | 11,501,373          |            |           |   | 11,041,074 |           
|Non-interest Income:                                  |                                                     |   |                     |            |           |   |            |           
|                                                      | Service Charges and Fees                            |   |                     | 1,840,795  |           |   |            | 1,566,327  |  
|                                                      | Gain on Sale of Loans and Servicing Fees            |   |                     | 618,816    |           |   |            | 309,959    |  
|                                                      | Gain on Sale of Securities                          |   |                     | 30,092     |           |   |            | 830,895    |  
|                                                      | Dividends on Cash Surrender Value
of Life Insurance |   |                     | 347,509    |           |   |            | 343,668    |  
|                                                      | Other Income                                        |   |                     | 250,368    |           |   |            | (63,489    | )
|                                                      |                                                     |   |                     |            |           |   |            |           
|Total Non-interest Income                             |                                                     |   | 3,087,580           |            |           |   | 2,987,360  |           
|Non-interest Expense:                                 |                                                     |   |                     |            |           |   |            |           
|                                                      | Salaries and Employee Benefits                      |   |                     | 4,882,704  |           |   |            | 5,397,388  |  
|                                                      | Occupancy Expenses                                  |   |                     | 856,723    |           |   |            | 863,274    |  
|                                                      | Furniture and Equipment                             |   |                     | 839,142    |           |   |            | 846,294    |  
|                                                      | Other Expenses (note D)                             |   |                     | 3,226,482  |           |   |            | 3,704,540  |  
|                                                      |                                                     |   |                     |            |           |   |            |           
|Total Non-interest Expense                            |                                                     |   | 9,805,051           |            |           |   | 10,811,496 |           
|                                                      |                                                     |   |                     |            |           |   |            |           
|Income Before Income Taxes                            |                                                     |   | 4,783,902           |            |           |   | 3,216,938  |           
|Income Taxes                                          |                                                     |   | 1,757,000           |            |           |   | 1,112,300  |           
|                                                      |                                                     |   |                     |            |           |   |            |           
|Net Income                                            |                                                     | $ | 3,026,902           |            |           | $ | 2,104,638  |           
|Per Share Data: (note E)                              |                                                     |   |                     |            |           |   |            |           
|                                                      | Net Income  Basic                                  |   | $                   | 0.22       |           |   | $          | 0.16       |  
|                                                      | Net Income  Diluted                                |   | $                   | 0.22       |           |   | $          | 0.16       |  

The accompanying notes are an integral part of the consolidated financial statements.

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VIBCORP AND SUBSIDIARIES
Consolidated Statement of Changes in Shareholders Equity

|                             |                            |                                                           |                                                                                              |  |               |   |            |  |          |   |             |           |               |   |          |   |           |            |            |           |           |            |  
|---------------------------- | -------------------------- | --------------------------------------------------------- | -------------------------------------------------------------------------------------------- |  | ------------- | - | ---------- |  | -------- | - | ----------- | --------- | ------------- | - | -------- | - | --------- | ---------- | ---------- | --------- | --------- | ---------- | -
|                             |                            |                                                           |                                                                                              |  | Common Shares |   |            |  |          |   | Accumulated |           |               |   |         
|                             |                            |                                                           |                                                                                              |  |               |   |            |  |          |   | Other       |           |               |   |         
|                             |                            |                                                           |                                                                                              |  | Number of     |   |            |  |          |   | Retained    |           | Comprehensive |   |          |   |          
|                             |                            |                                                           |                                                                                              |  | Shares        |   | Amount     |  | Earnings |   | Income      |           | Total        
|                             |                            |                                                           |                                                                                              |  |               |   |            |  |          |   |             |           |              
|Balance January 1, 2001      |                            |                                                           | 12,168,644                                                                                   |  |               | $ | 62,283,298 |  |          | $ | 9,173,494   |           |               | $ | (606,003 | ) |           | $          | 70,850,789 |          
|Comprehensive Income        
|                             | Net income                 |                                                           |                                                                                              |  |               |   |            |  |          |   |             | 9,222,088 |               |   |          |   |           |            |            | 9,222,088 |          
|                             | Other comprehensive income |                                                           |                                                                                              |  |               |   |            |  |          |   |             |           |               |   |          |   |           |            |            |           |          
|                             |                            | Unrealized gain on securities, net
of taxes of $1,320,756 |                                                                                              |  |               |   |            |  |          |   |             |           |               |   |          |   | 1,900,600 |            |            |           | 1,900,600 |           
|                             |                            |                                                           | Less reclassification adjustments
for gains included in net income, net of taxes of $779,201 |  |               |   |            |  |          |   |             |           |               |   |          |   |           | (1,121,290 | )          |           |           | (1,121,290 | )
|                             |                            |                                                           |                                                                                              |  |               |   |            |  |          |   |             |           |               |   |          |   |           |            |            |          
|Total Comprehensive income   |                            |                                                           |                                                                                              |  |               |   |            |  |          |   |             |           |               |   |          |   |           |            | 10,001,398 |          
|Cash dividends               |                            |                                                           |                                                                                              |  |               |   |            |  |          |   | (23,589     | )         |               |   |          |   |           |            | (23,589    | )        
|Stock dividend               |                            |                                                           | 744,188                                                                                      |  |               |   | 6,563,516  |  |          |   | (6,563,516  | )         |               |   |          |   |           |            |           |          
|Exercise of stock options    |                            |                                                           | 125,656                                                                                      |  |               |   | 808,891    |  |          |   |             |           |               |   |          |   |           |            | 808,891    |          
|                             |                            |                                                           |                                                                                              |  |               |   |            |  |          |   |             |           |               |   |          |   |           |            |            |          
|Balance at December 31, 2001 |                            |                                                           | 13,038,488                                                                                   |  |               |   | 69,655,705 |  |          |   | 11,808,477  |           |               |   | 173,307  |   |           |            | 81,637,489 |          
|Comprehensive Income         |                           
|                             | Net income                 |                                                           |                                                                                              |  |               |   |            |  |          |   |             | 3,026,902 |               |   |          |   |           |            |            | 3,026,902 |          
|                             | Other comprehensive income |                                                           |                                                                                              |  |               |   |            |  |          |   |             |           |               |   |          |   |           |            |            |           |          
|                             |                            | Unrealized gains on securities, net
of taxes of $344,775  |                                                                                              |  |               |   |            |  |          |   |             |           |               |   |          |   | (496,140  | )          |            |           | (496,140  | )         
|                             |                            |                                                           | Less reclassification adjustments for gains
included in net income, net of taxes of $12,338  |  |               |   |            |  |          |   |             |           |               |   |          |   |           | (17,754    | )          |           |           | (17,754    | )
|                             |                            |                                                           |                                                                                              |  |               |   |            |  |          |   |             |           |               |   |          |   |           |            |            |          
|                             |                            | Total Other comprehensive Income                          |                                                                                              |  |               |   |            |  |          |   |             |           |               |   |          |   |           |            |            |           | (513,894  | )         
|                             |                            |                                                           |                                                                                              |  |               |   |            |  |          |   |             |           |               |   |          |   |           |            |            |          
|Total Comprehensive income   |                            |                                                           |                                                                                              |  |               |   |            |  |          |   |             |           |               |   |          |   |           |            | 2,513,008  |          
|Stock dividend               |                            |                                                           | 393,764                                                                                      |  |               |   | 4,823,609  |  |          |   | (4,823,609  | )         |               |   |          |   |           |            |           |          
|Exercise of stock options    |                            |                                                           | 87,084                                                                                       |  |               |   | 716,410    |  |          |   |             |           |               |   |          |   |           |            | 716,410    |          
|                             |                            |                                                           |                                                                                              |  |               |   |            |  |          |   |             |           |               |   |          |   |           |            |            |          
|Balance at March 31, 2002    |                            |                                                           | 13,519,336                                                                                   |  |               | $ | 75,195,724 |  |          | $ | 10,011,770  |           |               | $ | (340,587 | ) |           | $          | 84,866,907 |          
|                             |                            |                                                           |                                                                                              |  |               |   |            |  |          |   |             |           |               |   |          |   |           |            |            |          

The accompanying notes are an integral part of the consolidated financial statements.

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##### Table of Contents



VIBCORP AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)

|                                                                                  |                                                   |                                                                       |                                                        |                                                  |            |                     |              |      |             |             |             |  
|--------------------------------------------------------------------------------- | ------------------------------------------------- | --------------------------------------------------------------------- | ------------------------------------------------------ | ------------------------------------------------ | ---------- | ------------------- | ------------ | ---- | ----------- | ----------- | ----------- | -
|                                                                                  |                                                   |                                                                       |                                                        |                                                  |            | For the Three-Month
|                                                                                  |                                                   |                                                                       |                                                        |                                                  |            | Periods Ended      
|                                                                                  |                                                   |                                                                       |                                                        |                                                  |            | March 31,          
|                                                                                  |                                                   |                                                                       |                                                        |                                                  |            |                    
|                                                                                  |                                                   |                                                                       |                                                        |                                                  |            | 2002                |              | 2001
|                                                                                  |                                                   |                                                                       |                                                        |                                                  |            |                     |              |     
|Cash flow from operating activities:                                              |                                                   |                                                                       |                                                        |                                                  |            |                     |              |     
|Net income                                                                        |                                                   | $                                                                     | 3,026,902                                              |                                                  |            | $                   | 2,104,638    |     
|Adjustments to reconcile net income to net
cash provided by operating activities: |                                                   |                                                                       |                                                        |                                                  |            |                     |              |     
|                                                                                  |                                                   | Depreciation and amortization                                         |                                                        |                                                  | 842,313    |                     |              |      | 1,029,735   |            
|                                                                                  |                                                   | Deferred income taxes                                                 |                                                        |                                                  | 1,110,462  |                     |              |      | 70,423      |            
|                                                                                  |                                                   | Provision for credit losses                                           |                                                        |                                                  | 625,000    |                     |              |      | 750,000     |            
|                                                                                  |                                                   | Originations of loans held for sale                                   |                                                        |                                                  | (6,342,270 | )                   |              |      | (12,026,304 | )          
|                                                                                  |                                                   | Proceeds from sale of loans                                           |                                                        |                                                  | 6,789,842  |                     |              |      | 13,757,465  |            
|                                                                                  |                                                   | Net gain on loan sales                                                |                                                        |                                                  | (545,572   | )                   |              |      | (208,481    | )          
|                                                                                  |                                                   | Loss on sale of other real estate owned                               |                                                        |                                                  |           |                     |              |      | 81,148      |            
|                                                                                  |                                                   | Net increase/(decrease) in cash surrender value of life insurance     |                                                        |                                                  | (384,800   | )                   |              |      | (348,393    | )          
|                                                                                  |                                                   | Net realized gains in available for sale securities                   |                                                        |                                                  | (99,861    | )                   |              |      | (830,895    | )          
|                                                                                  |                                                   | Net amortization of premium/discount on available
for sale securities |                                                        |                                                  | 354,207    |                     |              |      | (18,524     | )          
|                                                                                  |                                                   | Net change in accrued interest, other assets,
and other liabilities   |                                                        |                                                  | (511,317   | )                   |              |      | 3,217,308   |            
|                                                                                  |                                                   |                                                                       |                                                        |                                                  |            |                     |              |     
|                                                                                  |                                                   |                                                                       |                                                        | Net cash provided by operating activities        |            |                     | 4,864,906    |      |             |             | 7,578,120   |  
|                                                                                  | Cash flow from investing activities:              |                                                                       |                                                        |                                                  |            |                     |              |      |            
|                                                                                  |                                                   |                                                                       | Purchases of investment securities                     |                                                  |            | (59,876,936         | )            |      |             | (17,911,993 | )          
|                                                                                  |                                                   |                                                                       | Proceeds from sales of other real estate owned         |                                                  |            |                    |              |      |             | 1,536,529   |            
|                                                                                  |                                                   |                                                                       | Proceeds from sales of investment securities           |                                                  |            | 6,223,401           |              |      |             | 25,428,497  |            
|                                                                                  |                                                   |                                                                       | Proceeds from maturities of investment securities      |                                                  |            | 41,925,580          |              |      |             | 36,841,385  |            
|                                                                                  |                                                   |                                                                       | Purchase of Cash Surrender Value Life Insurance        |                                                  |            | (8,000,000          | )            |      |             |            |            
|                                                                                  |                                                   |                                                                       | Net
change in loans                                    |                                                  |            | (7,023,377          | )            |      |             | 8,931,006   |            
|                                                                                  |                                                   |                                                                       | Premises and equipment expenditures                    |                                                  |            | (328,572            | )            |      |             | (526,448    | )          
|                                                                                  |                                                   |                                                                       | Net (increase)/decrease in interest bearing deposits   |                                                  |            | 597,161             |              |      |             | 982,905     |            
|                                                                                  |                                                   |                                                                       |                                                        |                                                  |            |                     |              |     
|                                                                                  |                                                   |                                                                       |                                                        | Net cash (used)/provided by investing activities |            |                     | (26,482,743  | )    |             |             | 55,281,881  |  
|                                                                                  | Cash flow from financing activities:              |                                                                       |                                                        |                                                  |            |                     |              |      |            
|                                                                                  |                                                   |                                                                       | Net increase/(decrease) in demand deposits and savings |                                                  |            | 8,601,027           |              |      |             | (3,114,332  | )          
|                                                                                  |                                                   |                                                                       | Net increase/(decrease) in time deposits               |                                                  |            | 21,851,632          |              |      |             | 15,933,117  |            
|                                                                                  |                                                   |                                                                       | Net change in capitalized lease obligations            |                                                  |            | 4,333               |              |      |             | 6,746       |            
|                                                                                  |                                                   |                                                                       | Net change in fed funds purchased                      |                                                  |            | 600,000             |              |      |             | (750,000    | )          
|                                                                                  |                                                   |                                                                       | Net change in other borrowings                         |                                                  |            | (27,921,581         | )            |      |             | (54,200,000 | )          
|                                                                                  |                                                   |                                                                       | Proceeds from Capital Securities                       |                                                  |            |                    |              |      |             |            |            
|                                                                                  |                                                   |                                                                       | Payments for dividends                                 |                                                  |            |                    |              |      |             |            |            
|                                                                                  |                                                   |                                                                       | Proceeds from exercise of stock options                |                                                  |            | 716,410             |              |      |             | 278,884     |            
|                                                                                  |                                                   |                                                                       |                                                        |                                                  |            |                     |              |     
|                                                                                  |                                                   |                                                                       |                                                        | Net cash (used)/provided by financing activities |            |                     | 3,851,821    |      |             |             | (41,845,585 | )
|                                                                                  |                                                   |                                                                       |                                                        | Net change in cash and cash equivalents          |            |                     | ($17,766,016 | )    |             | $           | 21,014,416  |  
|                                                                                  |                                                   |                                                                       |                                                        |                                                  |            |                     |              |     
|Cash and cash equivalents:                                                        |                                                   |                                                                       |                                                        |                                                  |            |                     |              |     
|                                                                                  |                                                   |                                                                       |                                                        | Beginning of period                              |            | $                   | 58,664,524   |      |             | $           | 51,604,079  |  
|                                                                                  |                                                   |                                                                       |                                                        | End of period                                    |            | $                   | 40,898,508   |      |             | $           | 72,618,495  |  
|                                                                                  | Supplemental disclosure of cash flow information: |                                                                       |                                                        |                                                  |            |                     |              |      |            
|                                                                                  |                                                   |                                                                       |                                                        | (in Thousands)                                   |            |                     |              |      |             |             |             |  
|                                                                                  |                                                   |                                                                       |                                                        | Interest paid                                    |            | $                   | 5,997        |      |             | $           | 10,463      |  
|                                                                                  |                                                   |                                                                       |                                                        | Income taxes paid                                |            | $                   | 350          |      |             | $           | 8           |  

The accompanying notes are an integral part of the consolidated financial statements.

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VIB CORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(A)  General

See Note A of Notes to Financial Statements incorporated by reference
in the Companys 2001 Annual Report on Form 10-K for a summary of significant
accounting policies.

The unaudited financial statements included herein were prepared from
the books of the Company in accordance with generally accepted accounting
principles and reflect all adjustments which are, in the opinion of management,
necessary to provide a fair statement of the results of operations and financial
position for the interim periods. Such financial statements generally conform to
the presentation reflected in the Companys 2001 Annual Report on Form 10-K, and
reflect adjustments that are solely of a normal, recurring nature. The current
interim periods reported herein are included in the fiscal year subject to
independent audit at the end of the year. The unaudited financial statements of
VIB Corp include the accounts of the Company and its wholly owned subsidiaries,
Valley Independent Bank, Valley Capital Trust, VIBC Capital Trust I, Valley
Capital Trust II, and VIBC Services Company. All significant intercompany
accounts and transactions have been eliminated in the consolidated financial
statements. Certain items previously reported have been reclassified to conform
to the current periods classifications.

(B)  Investment Securities

The Companys investment securities portfolio at March 31, 2002 had a net
unrealized loss of approximately $597,000, as compared with a net unrealized
gain of approximately $294,000 at December 31, 2001, a decrease during the three
months beginning January 1, 2002 of $891,000. The change for the period is
attributable to the recomposition of the portfolio using a leveraging strategy
to enhance earnings.

Investment Securities

March 31, 2002

|                               |                                       |   |           |         |            |   |            |     |            |   |     |     |  |   |         |         | 
|------------------------------ | ------------------------------------- | - | --------- | ------- | ---------- | - | ---------- | --- | ---------- | - | --- | --- |  | - | ------- | ------- | 
|                               |                                       |   | Gross     |         | Gross      |   | Gross      |     |            |   |    
|                               |                                       |   | Amortized |         | Unrealized |   | Unrealized |     |            |   |    
|                               |                                       |   | Cost      |         | Gains      |   | Losses     |     | Fair Value
|($ in 000,s)                   |                                       |   |           |         |            |   |            |    
|Available-for Sale Securities: |                                       |   |           |         |            |   |            |     |            |   |     |     |  |   |         |        
|                               | U.S. Treasury Securities              |   | $         | 252     |            |   | $          | 2   |            |   | $   |    |  |   | $       | 254     | 
|                               | U.S. Government and Agency Securities |   |           | 48,633  |            |   |            |    |            |   |     | 280 |  |   |         | 48,353  | 
|                               | State and Political Subdivisions      |   |           | 38,329  |            |   |            | 62  |            |   |     | 197 |  |   |         | 38,194  | 
|                               | Mortgage-Backed Securities            |   |           | 112,941 |            |   |            | 149 |            |   |     | 222 |  |   |         | 112,868 | 
|                               | Other Equity                          |   |           | 5,535   |            |   |            |    |            |   |     | 111 |  |   |         | 5,424   | 
|                               |                                       |   |           |         |            |   |            |     |            |   |     |     |  |   |         |        
|                               |                                       | $ | 205,690   |         |            | $ | 213        |     |            | $ | 810 |     |  | $ | 205,093 |        

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December 31, 2001

|                               |                                       |   |           |        |            |   |            |     |            |   |     |     |  |   |         |        | 
|------------------------------ | ------------------------------------- | - | --------- | ------ | ---------- | - | ---------- | --- | ---------- | - | --- | --- |  | - | ------- | ------ | 
|                               |                                       |   | Gross     |        | Gross      |   | Gross      |     |            |   |    
|                               |                                       |   | Amortized |        | Unrealized |   | Unrealized |     |            |   |    
|                               |                                       |   | Cost      |        | Gains      |   | Losses     |     | Fair Value
|($ in 000,s)                   |                                       |   |           |        |            |   |            |    
|Available-for Sale Securities: |                                       |   |           |        |            |   |            |     |            |   |     |     |  |   |         |       
|                               | U.S. Treasury Securities              |   | $         | 22,252 |            |   | $          | 2   |            |   | $   | 13  |  |   | $       | 22,241 | 
|                               | U.S. Government and Agency Securities |   |           | 30,482 |            |   |            | 96  |            |   |     | 8   |  |   |         | 30,570 | 
|                               | State and Political Subdivisions      |   |           | 39,471 |            |   |            | 308 |            |   |     | 663 |  |   |         | 39,116 | 
|                               | Mortgage-Backed Securities            |   |           | 96,571 |            |   |            | 721 |            |   |     | 71  |  |   |         | 97,221 | 
|                               | Other Equity                          |   |           | 5,402  |            |   |            | 55  |            |   |     | 134 |  |   |         | 5,323  | 
|                               |                                       |   |           |        |            |   |            |     |            |   |     |     |  |   |         |       
|                               |                                       | $ | 194,178   |        |            | $ | 1,182      |     |            | $ | 889 |     |  | $ | 194,471 |       

Investment securities carried at approximately $187,775,000 and
$186,576,000, at March 31, 2002 and December 31,2001, respectively, were pledged
to secure public deposits, bank advances and other purposes as required by law.

(C)  Loans

The Companys loan portfolio consists primarily of loans to borrowers
within southern and central California. Although the Company seeks to avoid
concentrations of loans to a single industry or based upon single class of
collateral, real estate and agricultural associated businesses are among the
principal industries in the Companys market area. As a result, the Companys
loan and collateral portfolio are, to some degree, concentrated in those
industries.

The Company also originates real estate related and farmland loans for
sale to governmental agencies and institutional investors. At March 31, 2002 and
December 31, 2001 the Company was servicing approximately $79,133,000 and
$80,028,000, respectively, in loans previously sold.

A summary of the changes in the allowance for credit losses follows:

|                                              |  |                |       |                  |  |   |       | 
|--------------------------------------------- |  | -------------- | ----- | ---------------- |  | - | ----- | 
|                                              |  | March 31, 2002 |       | December 31,2001
|($ In 000's)                                  |  |                |       |                 
|Balance at beginning of year                  |  | $              | 9,344 |                  |  | $ | 8,298 | 
|Additions to the allowance charged to expense |  |                | 625   |                  |  |   | 3,000 | 
|Recoveries on loans charged off               |  |                | 54    |                  |  |   | 224   | 
|Loans charged off                             |  |                | 102   |                  |  |   | 2,178 | 
|                                              |  |                |       |                  |  |   |       | 
|Balance at end of period                      |  | $              | 9,921 |                  |  | $ | 9,344 | 

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A summary of nonperforming loans and assets follows:

|                                                                |                            |   |                |        |                  |   |        |        | 
|--------------------------------------------------------------- | -------------------------- | - | -------------- | ------ | ---------------- | - | ------ | ------ | 
|                                                                |                            |   | March 31, 2002 |        | December 31,2001
|($ in 000,s)                                                    |                            |   |                |       
|Non-accrual loans                                               |                            | $ | 15,624         |        |                  | $ | 14,095 |       
|Loans 90 days past due and still accruing                       |                            |   | 12             |        |                  |   |       |       
|                                                                |                            |   |                |        |                  |   |        |       
|                                                                | Total nonperforming loans  |   |                | 15,636 |                  |   |        | 14,095 | 
|Other Real Estate Owned                                         |                            |   | 3,327          |        |                  |   | 3,139  |       
|                                                                |                            |   |                |        |                  |   |        |       
|                                                                | Total nonperforming assets |   | $              | 18,963 |                  |   | $      | 17,234 | 
|Nonperforming loans to total ending loans                       |                            |   | 1.87           | %      |                  |   | 1.70   | %     
|Nonperforming assets to total loans and Other Real Estate Owned |                            |   | 2.26           | %      |                  |   | 2.07   | %     

(D)  Other Expenses

Other expenses for the periods indicated are as follows:

|                            |  |                |       |                |  |   |       | 
|--------------------------- |  | -------------- | ----- | -------------- |  | - | ----- | 
|                            |  | March 31, 2002 |       | March 31, 2001
|($ in 000,s)                |  |                |       |               
|Data Processing             |  | $              | 738   |                |  | $ | 713   | 
|Advertising                 |  |                | 159   |                |  |   | 92    | 
|Legal and Professional      |  |                | 650   |                |  |   | 1,008 | 
|Regulatory Assessments      |  |                | 39    |                |  |   | 40    | 
|Insurance                   |  |                | 30    |                |  |   | 31    | 
|Amortization of Intangibles |  |                | 120   |                |  |   | 322   | 
|Office Expenses             |  |                | 607   |                |  |   | 607   | 
|Promotion                   |  |                | 320   |                |  |   | 427   | 
|Other                       |  |                | 563   |                |  |   | 465   | 
|                            |  |                |       |                |  |   |       | 
|Total Other Expenses        |  | $              | 3,226 |                |  | $ | 3,705 | 

(E)  Earnings Per Share

Basic earnings per share are calculated based on the weighted average
number of common shares outstanding during each period as follows: 13,483,532
for the three months ended March 31, 2002 and 13,323,863 for the three months
ended March 31, 2001, respectively.

Diluted earnings per share for the three-month periods ended March 31,
2002 and 2001, are computed by dividing net earnings by the weighted average
common equivalent shares outstanding during the respective periods as follows:
13,749,733 for the three months ended March 31, 2002 and 13,375,098 for the
three months ended March 31, 2001. Common share equivalents include dilutive
common stock option share equivalents determined by using the treasury stock
method.

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(F)  Commitments and Contingencies

The Company is a party to financial instruments in the normal course of
business to meet financing needs of its customers and to reduce its own exposure
to fluctuating interest rates. These financial instruments include commitments
to make loans and standby letters of credit.

Exposure to credit loss in the event of nonperformance by the other
party to the financial instrument for commitments to make loans and standby
letters of credit is represented by the contractual amount of those instruments.
The Company uses the same credit policies in making commitments as it does for
loans reflected in the financial statements.

At March 31, 2002 and December 31, 2001, commitments to make loans
totaled $273.6 million and $288.7 million, and standby letters of credit totaled
$3.8 million and $1.6 million, respectively.

Since commitments to make loans may expire without being used, this
amount does not necessarily represent future cash commitments. Collateral
obtained upon exercise of the commitment is determined using managements credit
evaluation of the borrower and may include accounts receivable, inventory,
property, land and other items.

(G)  Goodwill and Other Intangible Assets

In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 142, Goodwill and Other
Intangible Assets (SFAS 142). Under the new rules, goodwill and intangible
assets deemed to have indefinite lives will no longer be amortized but will be
subject to annual impairment tests in accordance with the new statement. Other
identifiable intangible assets, which include deposit-based intangibles, will
continue to be amortized over their useful lives and reviewed for impairment in
accordance with SFAS No. 121, Accounting for the Impairment of long-Lived
Assets to be Disposed Of. Useful lives of amortizable intangible assets are
required to be reevaluated each reporting period with any changes in estimated
useful lives being accounted for prospectively over the revised remaining useful
life.

The Company adopted SFAS 142 on January 1, 2002. Upon adoption, the
Company no longer amortizes goodwill. The following table presents the effect
the adoption of SFAS 142 would have had on the quarter ending March 31, 2001,
and the year ending December 31, 2001 had SFAS 142 been applied retroactively:

|                                       |                       |   |                |     |                |   |                   |     |  |   |        |     | 
|-------------------------------------- | --------------------- | - | -------------- | --- | -------------- | - | ----------------- | --- |  | - | ------ | --- | 
|                                       |                       |   | March 31, 2002 |     | March 31, 2001 |   | December 31, 2001
|($000's except for earnings per share) |                       |   |                |     |                |  
|Net income                             |                       | $ | 3,027          |     |                | $ | 2,105             |     |  | $ | 9,222  |    
|Addback: Goodwill amortization         |                       |   |               |     |                |   | 202               |     |  |   | 808    |    
|                                       |                       |   |                |     |                |   |                   |     |  |   |        |    
|Adjusted net income                    |                       | $ | 3,027          |     |                | $ | 2,307             |     |  | $ | 10,030 |    
|Basic earnings per share:              |                       |   |                |     |                |   |                   |     |  |   |        |    
|                                       | Net income            |   | $              | .22 |                |   | $                 | .16 |  |   | $      | .69 | 
|                                       | Goodwill amortization |   |                |    |                |   |                   | .01 |  |   |        | .06 | 
|                                       |                       |   |                |     |                |   |                   |     |  |   |        |    
|                                       | Adjusted net income   |   | $              | .22 |                |   | $                 | .17 |  |   | $      | .75 | 
|Diluted earnings per share             |                       |   |                |     |                |   |                   |     |  |   |        |    
|                                       | Net income            |   | $              | .22 |                |   | $                 | .16 |  |   | $      | .68 | 
|                                       | Goodwill amortization |   |                |    |                |   |                   | .01 |  |   |        | .06 | 
|                                       |                       |   |                |     |                |   |                   |     |  |   |        |    
|                                       | Adjusted net income   |   | $              | .22 |                |   | $                 | .17 |  |   | $      | .74 | 

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The Company has 6 months from the date of adoption to complete the
initial test for impairment of Goodwill and will perform that test by June 30,
2002.

Amortizable intangible assets are to be reviewed for impairment in
accordance with SFAS No. 121. That is, if a triggering event occurs, the
recoverability of the intangible assets cost must be evaluated. Where the
carrying amount is not recoverable, the Company must test the carrying amount of
the intangible asset for impairment. Examples of triggering events are:



| | 1. |  | The asset market value decreases significantly.                         
| | -- |  | ------------------------------------------------------------------------
|
| | 2. |  | The use of the asset is significantly changed in extent or manner.      
|
| | 3. |  | Legal factors or business climate changes adversely affect asset value. 
|
| | 4. |  | Regulators adverse assessment or action.                               
|
| | 5. |  | Original expected costs are significantly exceeded.                     
|
| | 6. |  | A history of cash flow losses and continued asset losses are forecasted.

As of March 31, 2002, there has been no triggering event that would cause the
Company to reevaluate the recoverability of its intangible assets. During the
quarter ending March 31, 2002, the Company reevaluated the remaining useful
lives of all previously recognized intangible assets and adjusted those lives
prospectively, where appropriate.

Other intangible assets at March 31, 2002 consisted of core deposit
intangibles with a carrying value of $ 2,996,577. Accumulated amortization
through March 31, 2002 was $ 1,897,388. Amortization expense for the periods
ended March 31, 2002, and March 31, 2001 was $119,523 in each period.

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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION

This analysis is designed to provide a more complete understanding of the
material changes and trends related to the Companys financial condition,
results of operations, cash flow and capital resources. This discussion should
be read in conjunction with the attached Financial Statements included in Item
1, and the Companys Annual Report on Form 10-K. This document may contain
forward-looking statements that are subject to risks and uncertainties that
could cause actual results to differ materially from those projected. For a
discussion of factors that could cause actual results to differ, please see the
Companys publicly available Securities and Exchange Commission filings,
including its Annual Report on Form 10-K for the year ended December 31, 2001
and particularly the discussion of Other Significant Factors within that
document.

GENERAL

VIB Corp was incorporated in California on November 7, 1997 under the
laws of the State of California at the direction of the Board of Directors of
Valley Independent Bank (VIB or the Bank) for the purpose of becoming a bank
holding company. The holding company organization was consummated on March 12,
1998, pursuant to a Plan of Reorganization and Merger Agreement dated November
18, 1997, and each outstanding share of VIBs Common Stock was converted into
one share of the Companys Common Stock and all outstanding shares of VIBs
Common Stock were transferred to the Company in a transaction accounted for as a
pooling of interests. Further, each outstanding warrant to purchase VIBs Common
Stock, issued in connection with VIBs 1997 unit offering, was converted into a
warrant to purchase the Companys Common Stock. The conversion period for these
warrants expired on October 29, 1999.

On January 28, 1999, VIB Corp acquired Bank of Stockdale, F.S.B.,
Bakersfield, California (Stockdale). As a result of the merger, the Company
acquired total assets of $144.4 million, comprising $9.1 million in cash and due
from banks, $23.5 million in securities and investments, $102.4 million in net
loans and $9.4 million in other assets. Total liabilities assumed amounted to
$134.6 million, of which $128.9 million comprised deposits. The remainder
represented other borrowed funds and other liabilities.

The Stockdale merger was accounted for as a pooling of interests. The
Company issued 2,896,764 shares of its Common Stock (adjusted for subsequent
stock dividends) in exchange for all 1,212,265 shares of Stockdales issued and
outstanding common stock.

Stockdale continued to operate under its federal stock savings bank
charter until May 24, 2001 at which time it was merged with and into VIB
pursuant to a Plan of Reorganization and Agreement of Merger entered into on
March 21, 2001.

On January 22, 1999, VIB acquired Fremont Investment & Loans Hemet
branch office, including substantially all the deposits of the branch. VIB
assumed approximately $112 million in deposits and the lease on the branch
premises, and acquired approximately $27,000 in loans as well as cash on hand
and fixtures and equipment associated with the branch. The consideration paid
amounted to

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approximately $1.12 million. Goodwill arising from the transaction totaled
approximately $1.14 million.

In connection with the branch acquisition by Valley Independent Bank it
was anticipated that VIB would require additional capitalization. On February 5,
1999, the Company raised approximately $22.2 million in net proceeds from a
trust preferred securities offering in a private placement. The proceeds were
used to increase Valley Independent Banks capital by $8.5 million and the
balance was used for the acquisition of Kings River State Bank and general
corporate purposes. The proceeds to the Company are treated as Tier 1 capital by
the Company for regulatory purposes. The interest paid by the Company is
deductible. The Company has the right, assuming that no default has occurred, to
defer interest payments at any time and for a period of up to twenty consecutive
calendar quarters. The trust preferred securities can be called after February
5, 2009.

On September 7, 1999, VIB Corp, Kings River State Bank and Kings River
Bancorp, headquartered in Reedley, California, entered into an Agreement and
Plan of Reorganization pursuant to which Kings River State Bank would become a
wholly- owned subsidiary of VIB Corp and would continue to operate under its
separate California commercial bank charter. Upon consummation of the merger on
January 7, 2000, Kings River Bancorps shareholders received approximately $21.7
million in exchange for their stock.

For the year ended December 31, 1999, Kings River Bancorp had total
assets of $87.2 million, interest and non-interest income of $8.0 million and
pretax income of $1.9 million. The acquisition was accounted for using the
purchase method of accounting in accordance with Accounting Principals Board
Opinion No. 16, Business Combinations. Under this method of accounting, the
purchase price is allocated to the assets acquired and deposits and liabilities
assumed based on their fair values as of the acquisition date. Goodwill arising
from this transaction totaled $13.6 million. The results of Kings River
Bancorps operations were included in those reported by the Company beginning
January 10, 2000.

Kings River continued to operate under its California commercial bank
charter until May 24, 2001, at which time it was merged with and into VIB
pursuant to a Plan of Reorganization and Agreement of Merger entered into on
March 22, 2001.

In July, 2000, the Company raised approximately $9.6 million in net
proceeds from an offering of trust preferred securities at 11.695%, due July
19, 2030, in a private placement conducted as a part of a pooled offering. The
Company formed a wholly-owned New York common law trust subsidiary, VIBC Capital
Trust I (Trust I), to facilitate the transaction. The proceeds to the Company
are treated as Tier 2 capital for regulatory purposes. The proceeds were used to
increase VIBs capital by $8.5 million, with the balance used for general
corporate purposes. The interest will be deductible by the Company. The Company
has the right, assuming that no default has occurred, to defer interest payments
at any time and for a period of up to twenty consecutive calendar quarters. The
trust preferred securities can be called after July 19, 2010.

On December 28, 2000, the Company formed a wholly-owned subsidiary, VIBC
Services Company (VIBC Services), for the purpose of providing centralized and
consolidated support for the Company and its subsidiaries. This support would
include but is not limited to, management information services, retail bank
support, facilities and equipment management and courier service. VIBC Services
was initially capitalized

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with an infusion of $500,000 from the Company. VIBC Services has been inactive since
January 31, 2001.

On May 24, 2001 Stockdale and Kings River merged with and into VIB
pursuant to the terms of Plans of Reorganization and Agreements of Merger dated
March 21 and March 22, 2001. All of the former offices of Stockdale and Kings
River operate as branches of VIB; however, may continue to use the Stockdale and
Kings River names as DBAs. The merger is anticipated to provide significant
cost savings and improve operating efficiencies by removing layers of regulatory
reporting and operating expenses.

On August 14, 2001, pursuant to a Preferred Shares Rights Agreement (the
Rights Agreement) between the Company and U. S. Stock Transfer Corporation, as
Rights Agent, the Companys Board of Directors declared a dividend of one right
(a Right) to purchase one-thousandth share of the Companys Series A
Participating Preferred Stock (Series A Preferred) for each outstanding share
of the Companys no par value Common Stock. The dividend was paid on August 31,
2001, to shareholders of record as of the close of business on that date. Each
Right entitles the registered holder to purchase from the Company one-thousandth
of a share of Series A Preferred at an exercise price of $40.00, subject to
adjustment. However, if an acquiring party accumulates 15% or more of the
Companys voting stock without the Boards prior approval, each Right enables
its holder (other than the acquiring party) to purchase the Preferred interest
at 50% of the market price. Further, in the event the Company is acquired in an
unwanted merger or business combination, each Right enables the holder to
purchase shares of the acquiring entity at a similar discount. Under certain
circumstances, the Rights may be exchanged for common stock of the Company. The
Board may, in its sole discretion, redeem the Rights at any time prior to such
acquisitions for $.01 per Right. The Rights will expire on August 14, 2011.

On September 14, 2001 the Company invested $2,000,000 in the Series A
Convertible Preferred Stock of Lenders Services Acquisition Corp. (LSAC),
representing an 22.5% interest in the total issuance of the Series A Preferred
Stock. LSAC is a newly organized Delaware corporation formed for the purpose of
acquiring all of the outstanding stock of Diversified Capital Holdings, Inc., a
California-based insurance holding company whose principal subsidiaries are
Northern Counties Title Insurance Company, a title insurance underwriter, and
South Coast Title Company, a title insurance agency. The Companys decision to
invest in LSAC was made to maintain and diversify sources of non-interest
income. The Series A Preferred Stock was issued by LSAC pursuant to a private
placement to financial institution holding companies. In addition to the 811,500
shares of the Series A Preferred Stock outstanding, LSAC has 109,090 shares of
Common Stock outstanding. The Series A Preferred Stock is initially convertible
into the Common on a one-for-one basis. On September 14, 2001, LSAC also
consummated its acquisition of Diversified Capital Holdings, Inc. LSAC has since
changed its name to Diversified Holding Corporation and formed AT Services, LLC
to manage its and its subsidiaries trust deposits.

In November, 2001, the Company raised approximately $19.1 million in net
proceeds from an offering of floating rate 6% trust preferred securities in a
private placement conducted as a part of a pooled offering. The proceeds were
used to repurchase $19.2 million of the 9% trust preferred securities issued
in February, 1999, in connection with the Companys first trust preferred
offering, with the balance to be used for general corporate purposes. The
Company formed a wholly-owned Delaware business trust subsidiary, Valley Capital
Trust II (Trust II), to facilitate the transaction. The proceeds to the
Company will be treated as Tier 1 capital for regulatory purposes.

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The 9% trust preferred securities issued in 1999 were repurchased at a
discount. They will not be retired; however, they will be eliminated for
consolidated and regulatory accounting purposes. As trust preferred
securities, they were treated as Tier 1 capital. The interest will be deductible
and paid by the Company. The Company has the right, assuming that no default has
occurred, to defer interest payments at any time and for a period of up to
twenty consecutive calendar quarters. These trust preferred securities will
mature concurrently on December 8, 2031; but can be called after December 8,
2006 or earlier upon the occurrence of certain defined events.

During 2001 and 2002 the Company did not conduct any business other than
through VIB, Stockdale, Kings River and VIBC Services and as described above. At
year-end, the Company had total consolidated assets of $1,168 million. Upon
consummation of the transactions described above, the Company conducts its
banking business only through VIB. Neither the Company nor VIB earn revenues
from sources outside of the United States.

Consolidated net income for the three months ended March 31, 2002 was
$3.0 million or $.22 per share diluted based upon average shares outstanding of
13,749,733. This compares with net income of $2.1 million or $.16 per share
fully diluted based upon the average shares outstanding of 13,375,098 for the
same period in 2001.

Total gross loans at March 31, 2002 were $844.7 million, which
represented an increase of $4.9 million or .6% from December 31, 2001. Since
March 31, 2001, total gross loans have increased $34.6 million or 4.3%.

On March 13, 2002, the Board of Directors approved a 3% stock dividend
for shareholders of record on May 24, 2002. The dividend will be paid on June
14, 2002. All per share figures have been adjusted for this and previous stock
dividends.

The Companys Internet home page on the World Wide Web is:
www.vibcorp.com. VIB has a home page, located at: www.vibank.com.

NET INTEREST INCOME

Average interest-earning assets totaled $1,036.6 million during the three
months ended March 31, 2002, an increase of $24.4 million or 2.4% compared to
the same period last year. This growth was highlighted by an increase in average
total loans of $12.2 million, or 1.5%, to $827.0 million and an increase in
average investments of $10.4 million, or 5.3%, to $206.7 million. Average
interest-bearing liabilities in the first three months of 2002 decreased $15.6
million, or 1.9%, to average $823.7 million as compared to the same period last
year. During this comparative period average interest-bearing deposit categories
decreased $49.1 million, or 7.0%, to $656.6 million. Average borrowed funds
increased $33.5 million, or 25.1%, to $167.1 million during the same time frame

Interest income for the three-month period ending March 31, 2002 was
$18.4 million, a decrease of $4.1 million or 18.2% compared to the first three
months in 2001. The decrease in interest income was primarily the result of a
declining interest rate environment during the year 2001. The yield on
interest-earning assets decreased 181 basis points to 7.20% for the three-month
period ended March 31, 2002 from 9.01% for the comparative period last year.

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Interest expense decreased $4.4 million or 41.4% during the three months
ended March 31, 2002 as compared to the same period last year. The decrease in
interest expense was principally the result of the declining interest rate
environment and a shift in deposit mix from interest bearing deposits to non
interest-bearing deposits. The cost of interest bearing funds decreased 208
basis points from 5.17% for the three months ended March 31, 2001 to 3.09% for
the three months ended March 31, 2002. The cost of funds decrease was also
primarily the result of the declining interest rate environment.

Net interest income was $12.1 million for the three months ending March
31, 2002, representing an increase of $.3 million or 2.8% from the same period
ended March 31, 2001. The net interest spread, which represents the difference
between the rate earned on average interest earning assets and the rate paid on
average interest- bearing liabilities, increased to 4.11% for the period ending
March 31, 2002, compared to 3.84% for the same period in 2001. Net interest
income as a percentage of average interest-earning assets, or the net interest
margin, increased to 4.74% for the period ending March 31, 2002, compared to
4.72% for the period ending March 31, 2001. The increases in net interest spread
and net interest margin were due to the greater proportionate growth in the
higher yielding interest-earning asset categories along with a lower cost mix of
interest-bearing liabilities offset to some degree by the faster repricing of
the Companys earning assets as compared to interest-bearing liabilities in a
period of declining interest rates.

The year 2001 was characterized by a declining rate environment. Interest
rates began a steady decline during the first quarter of 2001 and continued
their decline through the first quarter of 2002. The yield on earning assets for
the year 2001 was 8.25% as compared to 9.01% for the quarter ended March 31,
2001 and 7.20% for the quarter ended March 31, 2002. The cost of interest
bearing liabilities for the year 2001 was 4.27% as compared to 5.17% for the
quarter ended March 31, 2001 and 3.09% for the quarter ended March 31, 2002.

PROVISION FOR CREDIT LOSSES

The allowance for credit losses at March 31, 2002 was $9.9 million,
compared to $8.8 million at March 31, 2001, an increase of $1.1 million or
12.69%. As a percent of total loans, the allowance was 1.17% at March 31, 2002,
compared to 1.09% at March 31, 2001 and 1.12% at December 31, 2001. Due to the
California energy issue, and its possible effect on the Companys portfolio, an
additional allocation was added to the allowance in the first quarter of 2001.
As the Company gathered more information regarding the possible effect of the
California energy issue on its loan customers, the Company removed this
allocation later in the year. In the future the Company may again add to the
allowance due to the risk of energy-related defaults but at the current time it
has not perceived an increased level of risk due to this issue.

The provision for credit losses was $625,000 for the first three months
of 2002, compared with $750,000 provided for the three months ended March 31,
2001, a decrease of 16.67%.

Total non-performing loans as of March 31, 2002 were $15.6 million as
compared to $9.5 million at March 31, 2001 and $14.1 million at December 31,
2001. Non-performing loans increased $1.5 million during the three months ended
March 31,

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2002. The increase over the first quarter of 2001 is mainly attributable to two
related loans on a hotel placed in non-accrual status. The loans are fully
secured and in the process of collection, with the full recovery of principal
expected in the next quarter. By continuing to build the loan loss reserve
combined with the resolution of the two problem hotel loans the Company
anticipates seeing an improvement in its coverage and reserve ratios.

Net charge-offs were $48,000 for the three months ended March 31, 2002.
This represents an decrease of $196,000 when compared to $244,000 in net charge
offs for the same period in 2001.

The Bank has an established standard process for assessing the adequacy
of the allowance for credit losses. In addition to reviewing the inherent risks
of its loan portfolio, consideration is given to exposures such as economic
conditions, credit concentrations, collateral coverage, the composition of the
loan portfolio and trends in delinquencies. Specific allocations are identified
by individual loans with general allocations assigned to the various loan
categories. Loans classified by VIBs internal review or by the regulatory
authorities are included in the process of assessing the adequacy of the
allowance for credit losses. This process seeks to maintain an allowance level
adequate to provide for potential losses.

Management of the Company believes the allowance at March 31, 2002, was
adequate based on present economic conditions and its ongoing evaluation of the
risks inherent in the Banks loan portfolio.

NON-INTEREST INCOME

Total non-interest income amounted to $3.1 million for the three months
ended March 31, 2002 representing an increase of $.1 million or 3.4% compared
with the same period in the prior year. The primary reasons for the increase in
non-interest income were an increase in service charges and fees of $274,000, an
increase in gain on the sale of loans of $337,000, and an increase in other
income of $248,000 offset to some extent by a reduction of $731,000 in gain on
the sale of securities.

The increase in service charges and fees is related to the Companys
consolidation of its product line, the establishment of new products, and growth
in its core deposit base. The two major components of the increase in other
income were dividend income from AT Services of $95,000 and a reduction in
losses on the sale of other real estate owned of $81,000.

NON-INTEREST EXPENSE

Total non-interest expense for the three months ended March 31, 2002 was
$9.8 million, a decrease of $1.0 million or 9.3% as compared to the same period
in 2001.

Salary expense during the three months ended March 31, 2002 was $3.6
million, a decrease of $542,000 or 13.2% over the comparable period in 2001. The
reduction in salary expense is partially attributable to $200,000 in severance
being paid in the period ended March 31, 2001 and the Companys concentrated
effort to reduce overhead by taking a number of actions to improve efficiencies
and provide cost savings. These actions included the dissolution of its
mortgage-banking business, consolidation of its

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three subsidiary banks into one, and simplification of its product line. It is
anticipated that the full effect of these changes will be reflected in the
financial performance of the Company for the full year 2002. Employee benefits
expense was $1.3 million for the period ending March 31, 2002, an increase of
only $28,000 or 2.2% from the same period in the prior year. The Companys
contribution to the Employee Stock Ownership Plan for the first quarter ended
March 31, 2002 was $120,000 as compared to $83,000 for the quarter ended March
31, 2001.

Occupancy expense was $857,000 for the three-month period ended March 31,
2002, a decrease of $7,000 or .8% as compared to the first three months in 2001.
Furniture and equipment expense was $839,000 for the three-month period ended
March 31, 2002, a decrease of $7,000 or .8% from the same period in 2001. These
decreases were primarily the result of the Companys contraction of its
geographic market area through the closing of its Yuma, Arizona loan production
office along with decreased depreciation expense on the planned obsolescence of
furniture and equipment.

Other operating expense amounted to $3.2 million during the three-month
period ended March 31, 2002, a decrease of $478,000 or 12.9% from the same
period in the prior year. The decrease was attributable to decreases in legal
expense, other professional fees and amortization of intangibles.

INCOME TAXES

Income tax expense for the three months ending March 31, 2002 was
$1,757,000 as compared with $1,112,000 for the same period in 2001. The increase
in expense was primarily attributable to a $1.9 million increase in taxable
operating income. The Companys effective tax rate was 36.7% for the three
months ended March 31, 2002 as compared to 34.6% for the same period in the
prior year due primarily to a decrease of $.3 million in nontaxable interest
income.

CAPITAL RESOURCES

Total stockholders equity as of March 31, 2002 was $84.9 million, which
represented an increase of $3.2 million from December 31, 2001, and $10.4
million from March 31, 2001. The increase since December 31, 2001 included $3.0
million in net income, $.7 million from the exercising of stock options, and a
$.5 million decrease in the cumulative unrealized gain on securities classified
as available for sale. The increase since March 31, 2001 included $10.1 million
in net income and a $1.0 million decrease in the cumulative unrealized gain on
securities classified as available for sale.

Under regulatory guidelines, capital adequacy is measured as a percentage
of risk-adjusted assets in which risk percentages are applied to assets on as
well as off the balance sheet. Tier 1 capital consists of common stock, a
qualifying percentage of the Capital Securities, and retained earnings and total
capital includes a portion of the allowance for credit losses. At March 31, 2002
the Tier 1 and total risk based capital ratios were 10.57% and 12.20%,
respectively, compared to 9.41% and 11.36%, respectively, at March 31, 2001. The
current minimum regulatory guidelines for Tier 1 and total risk-based capital
ratios are 4.0% and 8.0%, respectively. The leverage ratio, which is a measure
of Tier 1 capital to adjusted average assets, was 8.52% at March 31, 2002,
compared to 7.27% at March 31, 2001. The Companys leverage ratio also

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exceeds the current regulatory minimum of 3.0%. Accordingly, the Companys
capital ratios exceed all regulatory minimums and support future planned growth,
but may not be adequate to support additional acquisitions.

LIQUIDITY AND ASSET/LIABILITY MANAGEMENT

VIBs liquidity position remains adequate to meet future contingencies.
At March 31, 2002 VIB had $128.9 million in net Federal funds purchased and FHLB
advances outstanding. This compared to $38.7 million in net Federal funds
outstanding at March 31, 2001. Since December 31, 2001, net Federal funds
purchased and FHLB advances have decreased $25.8 million. VIBs liquidity ratio
at March 31, 2002 was 19.9%. This ratio represented an increase from 19.1% at
March 31, 2001 and a decrease from 21.4% at December 31, 2001.

VIBs Asset/Liability Committee (ALCO) functions to oversee the
maintenance of liquidity and to preserve net interest income when subjected to
fluctuations in market interest rates. The ability to meet existing and future
funding commitments is the measure of liquidity. Liquidity is also required to
meet borrowing needs, deposit withdrawals and asset growth. VIB develops
liquidity through deposit growth, maturities and repayments of loans and
investments, net interest income, fee income and access to purchase funds
through correspondent banks or other entities.

The ALCO manages the interest rate sensitivity or repricing
characteristics of VIBs assets and liabilities. The primary source of earnings
for VIB is net interest income, which is subject to movements in interest rates.
To minimize the effect of changes in rates, the balance sheet requires
structuring in order that the repricing opportunities for both assets and
liabilities exist in nearly equivalent amounts and at approximately similar time
intervals. Interval differences may exist at times creating interest sensitivity
gaps, which represent the difference between interest sensitive assets and
interest sensitive liabilities. These gaps are static in nature and do not
consider future activity. As such, these gap measurements serve best as an
indicator for potential interest rate exposure.

The sensitivity to interest rate fluctuations is measured in several time
frames. Various strategies such as liability cost administration and
redeployment of asset maturities are utilized to preserve interest income from
the effect of changes in interest rates. The gap positions are monitored as a
function of the asset and liability management process. The monitoring process
includes the use of periodic simulated business forecasts, which incorporate
various interest rate environments. Financial modeling is utilized to assist
management in maintaining consistent earnings in an environment of changing
interest rates.

VIB does not maintain trading accounts for any class of financial
instrument nor does it engage in hedging activities or purchase high-risk
derivative instruments. Furthermore, VIB is not subject to foreign currency
exchange rate risk or commodity price risk.

In addition to gap measurement, the ALCO is further responsible for the
measurement of interest rate risk, i.e., the risk of loss in value due to
changes in interest rates. The ALCO monitors and considers methods of managing
interest rate risk by

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monitoring changes in net portfolio value (NPV) and net interest income under
various interest rate scenarios. The ALCO attempts to manage the various
components of the balance sheet to minimize the impact of sudden and sustained
changes in interest rates on NPV and net interest income.

VIBs exposure to interest rate risk is reviewed on a periodic basis by
the Board of Directors and ALCO. If potential changes to NPV and net interest
income resulting from hypothetical interest rate swings are not within the
limits established by the Board, the Board may direct management to adjust its
assets and liability mix to bring interest rate risk within Board-approved
limits.

VIB utilizes interest rate sensitivity analysis to measure interest rate
risk by computing estimated changes in NPV of cash flows from assets and
liabilities within a range of assumed changes in market interest rates. NPV
represents the market value of portfolio equity and is equal to the market value
of assets minus the market value of liabilities. This analysis assesses the risk
of loss in market rate sensitive instruments in the event of sudden and
sustained increases and decreases in market interest rates ranging from one
hundred to three hundred basis points. The Board of Directors has adopted an
interest rate risk policy, which establishes a maximum limit of decrease in the
NPV in the event of sudden and sustained increases, and decreases in market
interest rates.

The following tables present the Companys projected changes in NPV and
net interest income for the various rate shock levels as of March 31, 2002.
Although the majority of the assets and liabilities are at the bank level, the
table does include the effect of the Companys trust preferred obligations.

VIB CORP
Change in Net Portfolio Value
at March 31, 2002

|                         |  |                 |         |        |  |            |         |   |  |  |       |   
|------------------------ |  | --------------- | ------- | ------ |  | ---------- | ------- | - |  |  | ----- | --
|                         |  | Net             |         | Actual |  | Percentage
|Change in Interest Rates |  | Portfolio Value |         | Change |  | Change    
|                         |  |                 |         |        |  |           
|(Dollars in Thousands)   |  |                 |         |        |  |            |         |   |  |  |       |   
|300 basis point rise     |  | $               | 149,643 |        |  | $          | 3,180   |   |  |  | 2.2   | % 
|200 basis point rise     |  |                 | 152,661 |        |  |            | 6,199   |   |  |  | 4.2   | % 
|100 basis point rise     |  |                 | 153,372 |        |  |            | 6,910   |   |  |  | 4.7   | % 
|Base Rate Scenario       |  |                 | 146,462 |        |  |            |        |   |  |  |      |   
|100 basis point decline  |  |                 | 129,850 |        |  |            | (16,612 | ) |  |  | (11.3 | %)
|200 basis point decline  |  |                 | 108,096 |        |  |            | (38,367 | ) |  |  | (26.2 | %)
|300 basis point decline  |  |                 | 94,945  |        |  |            | (51,518 | ) |  |  | (35.2 | %)

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Change in Net interest Income
at March 31, 2002

|                         |  |                 |        |        |  |            |        |   |  |  |       |   
|------------------------ |  | --------------- | ------ | ------ |  | ---------- | ------ | - |  |  | ----- | --
|                         |  | Net             |        | Actual |  | Percentage
|Change in Interest Rates |  | Portfolio Value |        | Change |  | Change    
|                         |  |                 |        |        |  |           
|(Dollars in Thousands)   |  |                 |        |        |  |            |        |   |  |  |       |   
|300 basis point rise     |  | $               | 47,444 |        |  | $          | 1,212  |   |  |  | 2.6   | % 
|200 basis point rise     |  |                 | 47,515 |        |  |            | 1,283  |   |  |  | 2.8   | % 
|100 basis point rise     |  |                 | 46,939 |        |  |            | 707    |   |  |  | 1.5   | % 
|Base Rate Scenario       |  |                 | 46,232 |        |  |            |       |   |  |  |      |   
|100 basis point decline  |  |                 | 44,260 |        |  |            | (1,972 | ) |  |  | (4.3  | %)
|200 basis point decline  |  |                 | 42,054 |        |  |            | (4,178 | ) |  |  | (9.0  | %)
|300 basis point decline  |  |                 | 38,673 |        |  |            | (7,559 | ) |  |  | (16.3 | %)

Certain shortcomings are inherent in the method of analysis presented in the
computation of NPV. Although certain assets and liabilities may have similar
maturities or periods within which they will reprice, they may react differently
to changes in market interest rates. The interest rates on certain types of
assets and liabilities may fluctuate in advance of changes in market interest
rates, while interest rates on other types may lag behind changes in market
rates. There may also be repayment risk if interest rates rise on loans.

Computation of forecasted effects of hypothetical interest rate changes should
not be relied upon as indicative of actual future results. Further, the
computations do not contemplate any actions the ALCO could undertake in response
to change in interest rates.

The Company is a legal entity, separate and distinct from its subsidiaries.
Although there exists the ability to raise capital on its own behalf (such as
the recent private placement of trust preferred securities) or borrow from
external sources, the Company may obtain additional funds through dividends paid
by, and fees for services provided to, its subsidiaries. Regulations limit the
amount of dividends as well as service fees paid by subsidiaries. The Companys
expenses have been primarily covered by fees charged to and dividends received
from VIB and it is anticipated that the Company will be able to continue to rely
on dividends from its subsidiaries to fund its separate operations and
obligations. The Company may not always be able to rely solely on its current or
future subsidiaries to meet its obligations, including obligations under the
trust preferred securities, or to maintain its separate liquidity. Under such
circumstances, the Company would be forced to seek other means to raise capital.
At March 31, 2002 the Company had adequate liquidity to meet its anticipated
funding needs.

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INFLATION

The impact of inflation on a financial institution differs significantly from
that exerted on an industrial company, primarily because its assets and
liabilities consist largely of monetary items. The relatively low ratio of fixed
assets to total assets of 1.0% at March 31, 2002 reduces the potential for
inflated earnings resulting from understated depreciation changes. However,
financial institutions are affected by inflations impact on non-interest
expenses, such as salaries and occupancy expense, and to some extent, by the
inflative impact on interest rates.




ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Information in
response to this item is included in ITEM 2  MANAGEMENTs
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

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PART II
OTHER INFORMATION




ITEM 1. LEGAL PROCEEDINGS

To the best of the Companys knowledge, there are no pending legal
proceedings to which the Company is a party and which may have a materially
adverse effect upon the Companys property or business.




ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

Not applicable.




ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.




ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.




ITEM 5. OTHER INFORMATION

Not Applicable.




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits:

Not Applicable.

(b)  Current Reports on Form 8-K:

During the quarter ended March 31, 2002 the Company did not file any
Current Reports on Form 8-K.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

VIB CORP

Date: May 3, 2002

| |  |                                                                          
| |  | -------------------------------------------------------------------------
| |  | /s/ Dennis L. Kern

Dennis L. Kern,
President and Chief Executive Officer



| |  |                                                                                                       
| |  | ------------------------------------------------------------------------------------------------------
| |  | /s/ Harry G. Gooding, III

Harry G. Gooding, III,
Executive Vice President and Chief Financial
Officer

25